SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to ss. 240a-12
WELLS FINANCIAL CORP.
(Name of Registrant as Specified in Its Charter)
FINANCIAL EDGE FUND, LP
PL CAPITAL, LLC
FINANCIAL EDGE/STRATEGIC FUND, LP
JOHN PALMER
RICHARD LASHLEY
GARY PIHLSTROM
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee as provided by Exchange Act Rule 0-11(a)(2)
and identify for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule and
the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:
PL CAPITAL, LLC
2015 Spring Road
Suite 290
Oak Brook, Illinois 60523
Tel: (630) 928-0231
Fax: (630) 928-0232
AN IMPORTANT MESSAGE
TO FELLOW STOCKHOLDERS OF WELLS FINANCIAL CORP.
FROM THE PL CAPITAL GROUP
March 7, 2001
Dear Fellow Wells Financial Stockholder:
We need your assistance. Within the next month, you will receive a proxy from
the management of Wells Financial, and a proxy from us, The PL Capital Group.
Who are we? We are one of Wells Financial's largest stockholders (we own 8.8% of
Wells Financial's outstanding common stock). We are seeking your support to:
(1) Elect our candidate, Mr. Gary Pihlstrom, to the Board of Wells Financial
at the upcoming Wells Financial Annual Meeting scheduled for April 18,
2001. Mr. Pihlstrom is a Minnesota resident and an attorney with
significant experience in the banking industry; and
(2) Adopt a non-binding stockholder resolution contained only in our proxy
that will call on the Board and management of Wells Financial to seek a
potential acquirer through a fair and open sales process, the results of
which would be disclosed to, and voted upon, by stockholders.
What a vote for PL Capital will mean for you: A commitment to maximize the value
of Wells Financial's stock.
If the stockholders elect PL Capital's representative to serve on the board of
directors, our nominee will be committed to working with the existing board
members to urge the board and management, if appropriate, to pursue a sale or
merger of Wells to the highest bidder. Wells Financial has been public for more
than five years and we believe it is time for the stockholders of Wells to
realize the full value of their investment. Does this mean we advocate a "fire
sale," as will be suggested to you by Wells Financial's management? Absolutely
not. We want Wells to pursue a sale in a fair and orderly process, open to all
potential bidders. We then want you and the other stockholders to be informed of
the results of that process so you, and the other stockholders, can decide for
yourselves whether any offers received are acceptable.
We will need your support. You will receive a proxy statement from Wells
Financial's management and Board, and you will be asked to return their proxy
card.
We encourage you NOT to vote your shares until you receive and review PL
Capital's proxy materials.
If you have any questions or need further assistance please contact our proxy
solicitor MalCon Proxy Advisors, Inc., 130 William Street, New York, NY 10038;
(800) 475-9320; or PL Capital (Richard Lashley (973) 360-1666, or John Palmer
(630) 928-0231).
Thank you for your consideration.
On behalf of The PL Capital Group,
/s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Principal Principal
This letter is not a solicitation of your proxy; the PL Capital Group intends to
solicit proxies from you through delivery to you of a proxy statement with
accompanying proxy card.
We encourage you to read our proxy statement when it becomes available because
it contains important information. You can get our proxy statement, and any
other relevant documents, for free at the web site of the Securities and
Exchange Commission (www.sec.gov). A copy of our proxy statement will also be
sent directly to you. In addition, copies of our recent Schedule 13D filings are
available on the SEC's website. Our most recent Schedule 13D filing contains a
list of the participants in The PL Capital Group's proxy solicitation and a
detailed description of our security holdings of Wells. You may also contact us
directly to obtain free copies of our proxy statement.